MUTUAL NON-DISCLOSURE AGREEMENT

In order to protect certain confidential information, Corp360 Company Limited (“Corp360”) and Party B identified below, agree:

1. Protection of Information
   1. Each item of information disclosed by a party or its corporate affiliates and majority-owned subsidiaries (“Discloser”) and identified as confidential pursuant to section 3 (“Confidential Information”) shall be held in confidence by the receiving party (“Recipient”) and used only for the purpose(s) stated below until five (5) years after such disclosure.  The Recipient may only disclose Confidential Information to those of the Recipient’s employees and contractors who need to know such information for their work in connection with the Business Purpose and who have previously agreed to be bound by terms and conditions substantially similar to those of this Agreement.
2. Non-Compete Obligation
   1. Party B must not use the information shared by Corp360 to compete against Corp360.
3. Confidential Information
   1. For the purposes of this Agreement the term “Confidential Information” shall mean: (a) all information (whether oral or otherwise) and material (whether electronically,  recorded, in writing or otherwise) relating directly or indirectly to the Business Purpose and which, by its nature, should be treated as confidential or which is designated as such; (b) all information (whether oral or otherwise) and material (whether electronically, recorded, in writing or otherwise) relating directly or indirectly to the business, affairs, customers, products, developments, trade secrets, know-how and personnel of the disclosing party (or any parent, subsidiary or associated company of the disclosing party) and which, by its nature, should be treated as confidential or which is designated as such; (c) the fact that the parties are interested in or assessing the Business Purpose and/or are discussing the Business Purpose with each other; and (d) the terms of any agreement reached by the parties or proposed by either party (whether or not agreed) in connection with the Business Purpose.
4. Standard of Care
   1. Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorised use, dissemination, or publication of the Confidential Information as Recipient uses to protect its own confidential information of a like nature.
5. Identification
   1. Recipient’s obligations shall extend only to Confidential Information described in Section (3), that either (a) is marked as confidential at the time of disclosure; or (b) is identified as confidential at the time of disclosure, and is designated as confidential in a written memorandum sent to Recipient’s primary representative listed below within thirty (30) days of disclosure, summarising the confidential information sufficiently for identification; or (c) the Recipient knows or should know of its confidential nature; or (d) is a software program or related documentation, in whatever form, whether or not marked.  In the event of dispute, Discloser shall have the burden of proving the confidential nature of information
      subject to clause (c) and Recipient shall have the burden of proving the non-confidential nature of other information.
6. Exclusions
   1. This Agreement imposes no obligation upon Recipient with respect to information that: (a) was in Recipient’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d) is disclosed by Discloser to a third party without a duty of confidentiality on the third party; (e) is independently developed by Recipient; (f) is disclosed under operation of law; or (g) is disclosed by Recipient with Discloser’s prior written approval.
7. Warranty
   1. Each Discloser warrants that it has the right to make the disclosures under this Agreement.  NO OTHER WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT, ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED “AS IS”.
8. Rights
   1. Neither party acquires any intellectual property rights or licenses under this Agreement except the limited rights necessary to carry out the purposes set forth below.  This Agreement shall not restrict reassignment of Recipient’s employees.  
9. Return of Confidential Information
   1. Upon written request by Discloser or upon termination of any discussions between Recipient and Discloser, Recipient shall promptly return to Discloser in seven (7) days any and all materials of Discloser containing Confidential Information that is in documentary or other tangible form, and destroy materials derived from Recipient’s access to Discloser Confidential Information together with all reproductions thereof that is in  documentary or other tangible form which Recipient may have in its possession or control.
10. Miscellaneous
    1. Both parties shall adhere to all applicable laws, regulations and rules relating to the export of technical data, and shall not export or re-export any technical data, any products received from Discloser, or the direct product of such technical data to any proscribed country listed in such applicable laws, regulations and rules unless properly authorised.
    2. For the purpose of developing services and compliance with relevant laws to which  Corp360 (or its parent, subsidiary or associated company ) is subject to (“Compliance Purpose”), Corp360 may collect Party B’s basis information which is limited to ‘business card’ or publicly available information such as name, job title, email address, company and telephone number, Party B’s experiences like a CV. Party B consents to Corp360 using and disclosing such Party B’s information to Corp360’s third parties and clients for and in connection with Compliance Purpose.
    3. This Agreement represents the entire understanding and agreement of the parties and supersedes all prior communications, agreements, and understandings relating to the subject matter hereof.  All additions or modifications to this Agreement must be made in writing and must be signed by both parties.      
    4. All Confidential Information shall be and remain the property of the Discloser. All documents and other media containing or representing Confidential Information and all copies thereof that are in possession of Recipient shall be destroyed or returned to Discloser upon request by Discloser, and Recipient shall provide written certification of compliance with such request.       
    5. This Agreement shall be governed in all respects by the laws of the Corp360’s country without application of the principles of conflicts of law.  Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Corp360’s country, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in Corp360’s country, such personal jurisdiction shall be non exclusive[1].

[1] This term depends on Corp360 JSC .